Omega Flex Ltd - Limited company accounts 25.1

REGISTERED NUMBER: 04060071 (England and Wales)

Omega Flex Ltd

Report of the Directors and

Financial Statements

for the Year Ended

31 December 2024

Page

Company Information

1

Report of the Directors

2

Report of the Independent Auditors

4

Income Statement

7

Balance Sheet

8

Notes to the Financial Statements

9

DIRECTORS:

K R Hoben

J M Kearney

M Garrod

D W Rivest

M F Unger

Ms S B Asch

SECRETARY:

Ms S B Asch

REGISTERED OFFICE:

100 New Bridge Street

London

EC4V 6JA

REGISTERED NUMBER:

04060071 (England and Wales)

AUDITORS:

Moffat Gilbert

Chartered Accountants and

Registered Auditor

Unit 12

Shottery Brook Office Park

Timothy's Bridge Road

Stratford upon Avon

Warwickshire

CV37 9NR

The directors present their report with the financial statements of the company for the year ended 31 December 2024.

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of the manufacturing, marketing and distribution of flexible gas piping and accessories.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2024 to the date of this report.

K R Hoben

J M Kearney

M Garrod

D W Rivest

M F Unger

Ms S B Asch

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

-	select suitable accounting policies and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

-	prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

The auditors, Moffat Gilbert, will be proposed for re-appointment at the forthcoming Annual General Meeting.

This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies.

ON BEHALF OF THE BOARD:

D W Rivest - Director

3 September 2025

Opinion

We have audited the financial statements of Omega Flex Ltd (the 'company') for the year ended 31 December 2024 which comprise the Income Statement, Balance Sheet and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its loss for the year then ended;

-	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

-	have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The directors are responsible for the other information. The other information comprises the information in the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

-	the information given in the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Report of the Directors has been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Report of the Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

-	adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

-	the financial statements are not in agreement with the accounting records and returns; or

-	certain disclosures of directors' remuneration specified by law are not made; or

-	we have not received all the information and explanations we require for our audit; or

-	the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption from the requirement to prepare a Strategic Report or in preparing the Report of the Directors.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page two, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

We place a great deal of reliance on the controls instigated within the company and perform walkthrough tests to check that these are being adhered to an maintained. There is segregation of duties as far as is viable in a company of this size which is mitigated by the review and control procedures required by the parent undertaking in following the Sarbannes-Oxley requirements.

We have identified three main areas where material irregularities may arise which are: management override, revenue recognition and the stock valuation.

In terms of management override, which could happen to reach designated targets set within the budgets of the group of companies, we place reliance on our independent reconciliation of financial reports which are analysed for discussion with the group financial director before the accounts are presented to the board. Tests of control allow us to draw our conclusions in this area.

There is a risk that revenue could be misstated due to cut off errors or erroneous provision levels. We perform tests of control in these areas to test the year end cut off by review of deliveries in and out of the company either side of the year end. Post balance sheet information is also reviewed to independently assess that provision levels are not materially misstated.

The stock held within the business is a high value asset with significant risk of misstatement due to : cut off, applied levels of pricing, exchange rate fluctuations and provision levels for slow moving and obsolete stock categories. We design our audit tests in these areas to independently review our assessment of both raw materials and finished goods stock. Due to production cycle times, the company does not have any work in progress to recognise. We independently review the company's production records for the year to assess labour and overhead recovery rates and perform pricing tests.We tested 72% of the value of raw materials and 28% of finished goods with no material discrepancies found. In terms of physical inspection of the stock items held at the year end, we checked by value 70% of the aggregate valuation with no discrepancies of any nature.

Our materiality level was based on a factor of 1% of turnover as that is the most consistent indicator of the company's performance and was set at a value of £29,000.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Geoffrey Gilbert FCA (Senior Statutory Auditor)

for and on behalf of Moffat Gilbert

Chartered Accountants and

Registered Auditor

Unit 12

Shottery Brook Office Park

Timothy's Bridge Road

Stratford upon Avon

Warwickshire

CV37 9NR

3 September 2025

TURNOVER

2,902,732

4,328,448

Cost of sales

1,418,074

2,012,720

GROSS PROFIT

1,484,658

2,315,728

Distribution costs

65,787

73,030

Administrative expenses

2,419,107

2,422,812

2,484,894

2,495,842

(1,000,236

)

(180,114

)

Other operating income

79,560

83,576

OPERATING LOSS

4

(920,676

)

(96,538

)

Interest receivable and similar income

33,898

14,401

(886,778

)

(82,137

)

Interest payable and similar expenses

120

47,330

LOSS BEFORE TAXATION

(886,898

)

(129,467

)

Tax on loss

5

(23,651

)

(25,363

)

LOSS FOR THE FINANCIAL YEAR

(863,247

)

(104,104

)

FIXED ASSETS

Intangible assets

6

1

Tangible assets

7

67,282

70,261

Investments

8

840

68,123

71,102

CURRENT ASSETS

Stocks

1,435,430

2,134,359

Debtors

9

2,308,799

1,813,852

Cash at bank

161,648

409,008

3,905,877

4,357,219

CREDITORS

Amounts falling due within one year

10

1,725,194

1,304,880

NET CURRENT ASSETS

2,180,683

3,052,339

TOTAL ASSETS LESS CURRENT
LIABILITIES

2,248,806

3,123,441

PROVISIONS FOR LIABILITIES

-

11,388

NET ASSETS

2,248,806

3,112,053

CAPITAL AND RESERVES

Called up share capital

12

628,981

Retained earnings

13

1,619,825

2,483,072

SHAREHOLDERS' FUNDS

2,248,806

3,112,053

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the Board of Directors and authorised for issue on 3 September 2025 and were signed on its behalf by:

D W Rivest - Director

1.	STATUTORY INFORMATION

Omega Flex Ltd is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Preparation of consolidated financial statements

The financial statements contain information about Omega Flex Ltd as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 400 of the Companies Act 2006 from the requirements to prepare consolidated financial statements as it and its subsidiary undertaking are included by full consolidation in the consolidated financial statements of its parent, Omega Flex Inc, 451 Creamery Way, Exton, PA 19341-2509.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Goodwill

Goodwill, being the amount paid in connection with the acquisition of a business in 2023, is being amortised evenly over its estimated useful life of ten years.

Intangible assets

Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Long leasehold

-

over the remaining term of the leases

Plant and machinery

-

15% on cost

Transport equipment

-

33.3% on cost

Furniture and fixtures

-

33.3% on cost

Computer equipment

-

33.3% on cost

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost.

Stocks

Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result, including the additional significant differences arising from the weakening pound post Brexit.

Hire purchase and leasing commitments

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 21 (2023 - 24 ) .

31.12.24

31.12.23

£

Directors' remuneration

165,527

171,248

Directors' pension contributions to money purchase schemes

21,544

11,481

The number of directors to whom retirement benefits were accruing was as follows:

Money purchase schemes

1

4.	OPERATING LOSS

The operating loss is stated after charging/(crediting):

31.12.24

31.12.23

£

Depreciation - owned assets

29,565

29,557

Auditors' remuneration

11,685

22,000

Foreign exchange differences

35,910

(51,532

)

Pension costs

112,152

63,185

Rent

165,000

Other operating leases

42,781

52,655

5.

TAXATION

Analysis of the tax credit

The tax credit on the loss for the year was as follows:

31.12.24

31.12.23

£

Current tax:

UK corporation tax

-

(22,974

)

Overprovision in prior years

(12,263

)

-

Total current tax

(12,263

)

(22,974

)

Deferred tax

(11,388

)

(2,389

)

Tax on loss

(23,651

)

(25,363

)

6.	INTANGIBLE FIXED ASSETS

Goodwill

£

COST

At 1 January 2024

and 31 December 2024

1

NET BOOK VALUE

At 31 December 2024

1

At 31 December 2023

1

7.	TANGIBLE FIXED ASSETS

Long

Plant and

Transport

leasehold

machinery

equipment

£

COST

At 1 January 2024

111,429

711,932

30,300

Additions

9,520

-

At 31 December 2024

120,949

711,932

30,300

DEPRECIATION

At 1 January 2024

111,429

645,445

30,300

Charge for year

408

22,538

-

At 31 December 2024

111,837

667,983

30,300

NET BOOK VALUE

At 31 December 2024

9,112

43,949

-

At 31 December 2023

-

66,487

-

Furniture

and

Computer

fixtures

equipment

Totals

£

COST

At 1 January 2024

12,759

125,461

991,881

Additions

-

17,066

26,586

At 31 December 2024

12,759

142,527

1,018,467

DEPRECIATION

At 1 January 2024

12,759

121,687

921,620

Charge for year

-

6,619

29,565

At 31 December 2024

12,759

128,306

951,185

NET BOOK VALUE

At 31 December 2024

-

14,221

67,282

At 31 December 2023

-

3,774

70,261

8.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

£

COST

At 1 January 2024

and 31 December 2024

840

NET BOOK VALUE

At 31 December 2024

840

At 31 December 2023

840

9.

DEBTORS

31.12.24

31.12.23

£

Amounts falling due within one year:

Trade debtors

379,332

608,317

Amounts owed by group undertakings

1,796,956

975,911

Other debtors

-

154

Tax

-

102,343

Prepayments

60,336

67,215

2,236,624

1,753,940

Amounts falling due after more than one year:

Tax

72,175

59,912

Aggregate amounts

2,308,799

1,813,852

10.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.24

31.12.23

£

Trade creditors

41,589

35,825

Amounts owed to group undertakings

1,441,679

931,261

Social security and other taxes

43,352

44,657

VAT

45,807

100,083

Accrued expenses

152,767

193,054

1,725,194

1,304,880

11.	LEASING AGREEMENTS

Minimum lease payments under non-cancellable operating leases fall due as follows:

31.12.24

31.12.23

£

Within one year

209,914

198,275

Between one and five years

705,129

695,490

In more than five years

1,031,250

1,196,250

1,946,293

2,090,015

In March 2021, the company entered into a new fifteen year lease for the business premises at an agreed rent of £165,000 per annum which is fully reflected within the above figures.

12.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

31.12.24

31.12.23

value:

£

628,981

Ordinary

£1

628,981

13.

RESERVES

Retained

earnings

£

At 1 January 2024

2,483,072

Deficit for the year

(863,247

)

At 31 December 2024

1,619,825

14.	CAPITAL COMMITMENTS

31.12.24

31.12.23

£

Contracted but not provided for in the

financial statements

-

17,065

15.	RELATED PARTY DISCLOSURES

During the year, the company incurred management charges from Omega Flex Inc, the parent undertaking, under normal market conditions at a cost of £557,461 (2023 £670,988). The balance owed by the company to Omega Flex Inc at the year end was £1,441,679 (2023 £931,261).

Under normal market trading conditions, the company provided administrative and management services to the subsidiary undertaking, Omega Flex SAS, during the year in the amount of £79,560 (2023 £79,560). The company had also provided financial assistance and at the year end the balance owed to the company by Omega Flex SAS was £1,796,956 (2023 £975,911).

During the year, under normal trading terms, the company utilised the consultancy services of E-Finite Limited, a company in which the shareholder, Mr J T Garrod, has a beneficial interest, at a cost of £31,680 (2023 £34,560). There was no balance owed by the company to E-Finite Limited at the year end.

16.	ULTIMATE CONTROLLING PARTY

The ultimate parent company is Omega Flex Inc., a company incorporated in the United States of America, which is listed on NASDAQ Global Market. The address of the company is 451 Creamery Way, Exton, PA 19341-2509.